Exhibit 10.20 AGREEMENT AND PLAN OF MERGER

 
                                                        Exhibit 10.20




                         AGREEMENT AND PLAN OF MERGER

                                  Dated as of

                                MARCH 27, 1998

                                 By and among

                              MJD VENTURES, INC.,

                          UTILITIES ACQUISITION CORP.

                                      AND

                                UTILITIES, INC.*



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*  The material has been omitted subject to a request for confidential treatment
and has been filed separately.